UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549 

 

FORM 10-K/A

(Amendment No. 1)

 

(Mark One) 

| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---------|------------------------------------------------------------------------------------------------|

For the fiscal year ended December 31, 2017

OR 

| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM                      TO                      |
|---------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

Commission File Number 001-38149 

 

RBB BANCORP

(Exact name of Registrant as specified in its Charter) 

 

 

| California                                                       | 27-2776416                          |
|------------------------------------------------------------------|-------------------------------------|
| ( State or other jurisdiction of

incorporation or organization) | (I.R.S. EmployerIdentification No.) |
| 660 S Figueroa Street, Suite 1888

Los Angeles, California       | 90017                               |
| (Address of principal executive offices)                         | (Zip Code)                          |

Registrant’s telephone number, including area code: (213) 627-9888 

 

Securities registered pursuant to Section 12(b) of the Act: 

 

| Title of each class        |   | Name of each exchange on which registered |
|----------------------------|--------|-------------------------------------------|
| Common Stock, No Par Value |   | NASDAQ Global Select Market               |

 

Securities registered pursuant to Section 12(g) of the Act: None 

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ☐ NO ☒

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YES ☐ NO ☒

Note-Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange At from their obligations under those Sections.

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ☒ NO ☐

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). YES ☒ NO ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

| Large accelerated filer |   | ☐                                                          |    | Accelerated filer              |   | ☐ |
|-----------------------------------|--------|------------------------------------------------------------------|--------------|-------------------------------------|--------|---------|
|                              |   |                                                             |         |
| Non-accelerated filer             |   | ☒  (Do not check if a smaller reporting company) |    | Smaller reporting company |   | ☐ |
|                              |   |                                                             |         |                                |   |    |
| Emerging growth company           |   | ☒                                                          |         |                                |   |    |

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO ☒

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter was  $201,454,572. 

The number of shares of Registrant’s Common Stock outstanding as of March 27, 2018, was 16,288,928. 

Portions of the Registrant’s Definitive Proxy Statement relating to the Annual Meeting of Shareholders, scheduled to be held on May 23, 2018, are incorporated by reference into Part III of this Report. 

 

 

----

 

EXPLANATORY NOTE

 

This Amendment No. 1 on Form 10-K/A (“Amendment No. 1”) is being filed to amend RBB Bancorp’s (together with its consolidated subsidiaries, the “Company”) Annual Report on Form 10-K for the fiscal year ended December 31, 2017 (“Original Filing”), filed with the U.S. Securities and Exchange Commission (“SEC”) on March 30, 2018 (“Original Filing Date”). The sole purpose of this Amendment No. 1 is to correct the previously filed Exhibit Index, which inadvertently did not incorporate by reference previously-filed exhibits or include a reference to the date, and the filing with which, such exhibits were previously filed.   

 

As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company’s principal executive officer and principal financial officer are providing new currently dated certifications required pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant Section 302 of the Sarbanes-Oxley Act of 2002, which are attached hereto.

 

Except as described above, this Amendment No. 1 does not amend, update or change any other items or disclosures in the Original Filing. This Amendment No. 1 speaks only as of the Original Filing Date, and the Company has not undertaken herein to amend, supplement or update any information contained in the Original Filing to give effect to any subsequent events. Accordingly, this Amendment No. 1 should be read in conjunction with the Company’s filings made with the SEC subsequent to the filing of the Original Filing, including any amendment to those filings.

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PART IV

Item 15. Exhibits, Financial Statement Schedules. 

|   | (a) | Exhibits |
|--------|-----|----------|

The exhibit index attached hereto is incorporated herein by reference. 

|   | (b) | Financial Statement Schedules |
|--------|-----|-------------------------------|

All schedules have been omitted as not applicable or not required under the rules of Regulation S-X.

 

EXHIBIT INDEX

 

| Exhibit No. |    | Exhibit Description                                                                                                                                                                                                                                                                                              |
|-------------|--------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|        |         |                                                                                                                                                                                                                                                                                                             |
| 2.1         |         | Agreement and Plan of Merger dated November 10, 2015 between TFC Holding Company, TomatoBank, RBB Bancorp and Royal Business Bank(incorporated herein by reference to Exhibit 2.1 to our Form S-1 Registration Statement (Registration No. 333-219018) filed on June 28, 2017)                                   |
|        |         |                                                                                                                                                                                                                                                                                                             |
| 2.2         |         | Agreement and Plan of Merger dated April 23, 2018 between First American International Corp. and RBB Bancorp(incorporated herein by reference to Exhibit 2.1 to our Form 8-K filed on April 23, 2018)                                                                                                            |
|        |         |                                                                                                                                                                                                                                                                                                             |
| 3.1         |         | Articles of Incorporation of RBB Bancorp (incorporated herein by reference to Exhibit 3.1 to our Form S-1 Registration Statement (Registration No. 333-219018) filed on June 28, 2017)                                                                                                                           |
|        |         |                                                                                                                                                                                                                                                                                                             |
| 3.2         |         | Bylaws of RBB Bancorp(incorporated herein by reference to Exhibit 3.2 to our Form S-1 Registration Statement (Registration No. 333-219018) filed on June 28, 2017)                                                                                                                                               |
|        |         |                                                                                                                                                                                                                                                                                                             |
| 4.1         |         | Specimen common stock certificate of RBB Bancorp(incorporated herein by reference to Exhibit 4.1 to our Form S-1 Registration Statement (Registration No. 333-219018) filed on June 28, 2017)                                                                                                                    |
|        |         |                                                                                                                                                                                                                                                                                                             |
|        |         | The other instruments defining the rights of holders of the long-term debt securities of the Company and its subsidiaries are omitted pursuant to section (b)(4)(iii)(A) of Item 601 of Regulation S-K. The Company hereby agrees to furnish copies of these instruments to the SEC upon request. |
|        |         |                                                                                                                                                                                                                                                                                                             |
| 10.1        |         | Employment Agreement dated April 12, 2017 between RBB Bancorp, Royal Business Bank and Alan Thian (incorporated herein by reference to Exhibit 10.1 to our Form S-1 Registration Statement (Registration No. 333-219018) filed on June 28, 2017)*                                                                |
|        |         |                                                                                                                                                                                                                                                                                                             |
| 10.2        |         | Employment Agreement dated April 12, 2017 between RBB Bancorp, Royal Business Bank and David Morris(incorporated herein by reference to Exhibit 10.2 to our Form S-1 Registration Statement (Registration No. 333-219018) filed on June 28, 2017)*                                                               |
|        |         |                                                                                                                                                                                                                                                                                                             |
| 10.3        |         | Employment Agreement dated April 12, 2017 between RBB Bancorp, Royal Business Bank and Simon Pang (incorporated herein by reference to Exhibit 10.3 to our Form S-1 Registration Statement (Registration No. 333-219018) filed on June 28, 2017)*                                                                |
|        |         |                                                                                                                                                                                                                                                                                                             |
| 10.4        |         | RBB Bancorp 2010 Stock Option Plan(incorporated herein by reference to Exhibit 10.4 to our Form S-1 Registration Statement (Registration No. 333-219018) filed on June 28, 2017)*                                                                                                                                |
|        |         |                                                                                                                                                                                                                                                                                                             |
| 10.5        |         | Form of Stock Option Award under the RBB Bancorp 2010 Stock Option Plan(incorporated herein by reference to Exhibit 10.5 to our Form S-1 Registration Statement (Registration No. 333-219018) filed on June 28, 2017)*                                                                                           |
|        |         |                                                                                                                                                                                                                                                                                                             |
| 10.6        |         | RBB Bancorp 2017 Omnibus Stock Incentive Plan (incorporated herein by reference to Exhibit 10.6 to our Form S-1 Registration Statement (Registration No. 333-219018) filed on June 28, 2017)*                                                                                                                    |
|        |         |                                                                                                                                                                                                                                                                                                             |
| 10.7        |         | Form of Stock Option Award Terms under the RBB Bancorp 2017 Omnibus Stock Incentive Plan (incorporated herein by reference to Exhibit 10.7 to our Form S-1 Registration Statement (Registration No. 333-219018) filed on June 28, 2017)*                                                                         |

3

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|    |   |                                                                                                                                                                                                                                                                          |
|---------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.8    |   | Form of Stock Appreciation Rights Award under the RBB Bancorp 2017 Omnibus Stock Incentive Plan(incorporated herein by reference to Exhibit 10.8 to our Form S-1 Registration Statement (Registration No. 333-219018) filed on June 28, 2017)*                                |
|    |   |                                                                                                                                                                                                                                                                          |
| 10.9    |   | Form of Deferred Stock Award Agreement under the RBB Bancorp 2017 Omnibus Stock Incentive Plan (incorporated herein by reference to Exhibit 10.9 to our Form S-1 Registration Statement (Registration No. 333-219018) filed on June 28, 2017)*                                |
|    |   |                                                                                                                                                                                                                                                                          |
| 10.10   |   | Form of Restricted Stock Award Agreement under the RBB Bancorp 2017 Omnibus Stock Incentive Plan(incorporated herein by reference to Exhibit 10.10 to our Form S-1 Registration Statement (Registration No. 333-219018) filed on June 28, 2017)*                              |
|    |   |                                                                                                                                                                                                                                                                          |
| 10.11   |   | Form of Performance Award Agreement under the RBB Bancorp 2017 Omnibus Stock Incentive Plan(incorporated herein by reference to Exhibit 10.11 to our Form S-1 Registration Statement (Registration No. 333-219018) filed on June 28, 2017)*                                   |
|    |   |                                                                                                                                                                                                                                                                          |
| 10.12   |   | Form of Indemnification Agreements entered into with all of the directors and executive officers of RBB Bancorp(incorporated herein by reference to Exhibit 10.12 to our Form S-1 Registration Statement (Registration No. 333-219018) filed on June 28, 2017)*               |
|    |   |                                                                                                                                                                                                                                                                          |
| 10.13   |   | Form of Indemnification Agreement entered into with all of the former directors and executive officers of TFC Holding Company(incorporated herein by reference to Exhibit 10.13 to our Form S-1 Registration Statement (Registration No. 333-219018) filed on June 28, 2017)* |
|    |   |                                                                                                                                                                                                                                                                          |
| 21.1    |   | Subsidiaries of RBB Bancorp (incorporated herein by reference to our Form 10-K 2017 Annual Report filed on March 30, 2018)                                                                                                                                                    |
|    |   |                                                                                                                                                                                                                                                                          |
| 23.1    |   | Consent of Vavrinek Trine Day & Co., LLP**                                                                                                                                                                                                                                |
|    |   |                                                                                                                                                                                                                                                                          |
| 31.1    |   | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002+                                                                                                                                                                           |
|    |   |                                                                                                                                                                                                                                                                          |
| 31.2    |   | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002+                                                                                                                                                                           |
|    |   |                                                                                                                                                                                                                                                                          |
| 32.1    |   | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**                                                                                                                                                                          |
|    |   |                                                                                                                                                                                                                                                                          |
| 32.2    |   | Certification of Chief Finance Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**                                                                                                                                                                            |
|    |   |                                                                                                                                                                                                                                                                          |
| 101.INS |   | XBRL Instance Document**                                                                                                                                                                                                                                                      |
|    |   |                                                                                                                                                                                                                                                                          |
| 101.SCH |   | XBRL Taxonomy Extension Schema Document**                                                                                                                                                                                                                                     |
|    |   |                                                                                                                                                                                                                                                                          |
| 101.CAL |   | XBRL Taxonomy Extension Calculation Linkbase Document**                                                                                                                                                                                                                       |
|    |   |                                                                                                                                                                                                                                                                          |
| 101.DEF |   | XBRL Taxonomy Extension Definition Linkbase Document**                                                                                                                                                                                                                        |
|    |   |                                                                                                                                                                                                                                                                          |
| 101.LAB |   | XBRL Taxonomy Extension Label Linkbase Document**                                                                                                                                                                                                                             |
|    |   |                                                                                                                                                                                                                                                                          |
| 101.PRE |   | XBRL Taxonomy Extension Presentation Linkbase Document**                                                                                                                                                                                                                      |

__________________

| * | Indicates a management contract or compensatory plan or arrangement. |
|---|----------------------------------------------------------------------|

| ** | Filed with the Original Form 10-K. |
|----|------------------------------------|

| + | Filed herewith. |
|---|-----------------|

4

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EXHIBIT INDEX

 

| Exhibit No. |    | Exhibit Description                                                                                                                                                                                                              |
|-------------|--------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|        |         |                                                                                                                                                                                                                             |
| 31.1*       |         | Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of Sarbanes-Oxley Act of 2002, as amended.          |
|        |         |                                                                                                                                                                                                                             |
| 31.2*       |         | Certification of Interim Chief Accounting Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of Sarbanes-Oxley Act of 2002, as amended. |

 

| * | Submitted electronically herewith. |
|---|------------------------------------|

5

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on May 25, 2018. 

 

|             |        |                                                 |
|-------------|--------|-------------------------------------------------|
| RBB BANCORP |
|        |   |                                            |
| By:         |   | /s/ Yee Phong (Alan) Thian                      |
| Name:       |   | Yee Phong (Alan) Thian                          |
| Title:      |   | Chairman, Chief Executive Officer and President |

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

 

| Signature                      |   | Title                                                                                          |   | Date         |
|--------------------------------|--------|------------------------------------------------------------------------------------------------|--------|--------------|
|                           |   |                                                                                           |   |         |
| /s/ Yee Phong (Alan) Thian     |   | Director (Chairman); Chief Executive Officer and President (principal executive officer)       |   | May 25, 2018 |
| Yee Phong (Alan) Thian         |   |                                                                                           |   |         |
|                           |   |                                                                                           |   |         |
| /s/ David Morris               |   | Executive Vice President; Chief Financial Officer (principal financial and accounting officer) |   | May 25, 2018 |
| David Morris                   |   |                                                                                           |   |         |
|                           |   |                                                                                           |   |         |
| /s/ Peter M. Chang             |   | Director                                                                                       |   | May 25, 2018 |
| Peter M. Chang                 |   |                                                                                           |   |         |
|                           |   |                                                                                           |   |         |
| /s/ Wendell Chen               |   | Director                                                                                       |   | May 25, 2018 |
| Wendell Chen                   |   |                                                                                           |   |         |
|                           |   |                                                                                           |   |         |
| /s/ Pei-Chin (Peggy) Huang     |   | Director                                                                                       |   | May 25, 2018 |
| Pei-Chin (Peggy) Huang         |   |                                                                                           |   |         |
|                           |   |                                                                                           |   |         |
| /s/ James W. Kao               |   | Director                                                                                       |   | May 25, 2018 |
| James W. Kao                   |   |                                                                                           |   |         |
|                           |   |                                                                                           |   |         |
| /s/ Ruey-Chyr Kao              |   | Director                                                                                       |   | May 25, 2018 |
| Ruey-Chyr Kao                  |   |                                                                                           |   |         |
|                           |   |                                                                                           |   |         |
| /s/ Chie-Min (Christopher) Koo |   | Director                                                                                       |   | May 25, 2018 |
| Chie-Min (Christopher) Koo     |   |                                                                                           |   |         |
|                           |   |                                                                                           |   |         |
| /s/ Christopher Lin            |   | Director                                                                                       |   | May 25, 2018 |
| Christopher Lin                |   |                                                                                           |   |         |
|                           |   |                                                                                           |   |         |
| /s/ Ko-Yen Lin                 |   | Director                                                                                       |   | May 25, 2018 |
| Ko-Yen Lin                     |   |                                                                                           |   |         |
|                           |   |                                                                                           |   |         |
| /s/ Paul Lin                   |   | Director                                                                                       |   | May 25, 2018 |
| Paul Lin                       |   |                                                                                           |   |         |
|                           |   |                                                                                           |   |         |
| /s/ Feng (Richard) Lin         |   | Director                                                                                       |   | May 25, 2018 |
| Feng (Richard) Lin             |   |                                                                                           |   |         |
|                           |   |                                                                                           |   |         |
| /s/ Fui Ming (Catherine) Thian |   | Director                                                                                       |   | May 25, 2018 |
| Fui Ming (Catherine) Thian     |   |                                                                                           |   |         |

 

6